UNITEDHEALTH GROUP INC

Previous wording

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. In the first quarter of 2026, these actions resulted in a net gain of $230 million reflecting gains on the sales of businesses previously held for sale as of December 31, 2025, partially offset by incremental losses on other businesses held for sale. By segment, this included gains of $528 million and $8 million at Optum Insight and Optum Rx, respectively, partially offset by a net loss of $306 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

Current wording

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. For the three and six months ended June 30, 2026, these actions resulted in a net loss of $39 million and a net gain of $191 million, respectively. For the three and six months ended June 30, 2026, net portfolio divestitures included incremental losses on businesses held for sale, while the year-to-date results also included a net gain on the sales of businesses previously held for sale as of December 31, 2025. By segment, second quarter impacts consisted of net losses of $35 million and $4 million at Optum Health and Optum Insight, respectively. Year-to-date impacts consisted of gains of $524 million and $8 million at Optum Insight and Optum Rx, respectively, partially offset by a net loss of $341 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

Previous wording

In the first quarter of 2026, restructuring and other items included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. This was partially offset by a $137 million reduction of loss contract reserves established in the fourth quarter of 2025 and $59 million of net valuation gains on equity securities. Restructuring and other actions resulted in an impact of $339 million at Optum Insight, partially offset by $135 million at Optum Health. These items increased operating costs by $415 million, partially offset by an increase to investment and other income of $74 million and decreased medical costs of $137 million on the Condensed Consolidated Statements of Operations.

Current wording

For the three and six months ended June 30, 2026, restructuring and other actions included the net decrease in loss contract reserves of $50 million and $187 million, respectively, and net valuation gains on equity securities of $1 million and $60 million, respectively, while the year-to-date results also included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. By segment, the second quarter impact was $51 million at Optum Health. Year-to-date impacts were $339 million at Optum Insight, partially offset by $186 million at Optum Health. During the three months ended June 30, 2026, these items increased investment and other income by $1 million and decreased medical costs by $50 million. For the six months ended June 30, 2026, these items increased operating costs by $415 million, partially offset by a $75 million increase to investment and other income and $187 million decrease in medical costs, as reflected on the Condensed Consolidated Statements of Operations.

Previous wording

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products, and may result in shifts between product categories for our employer benefits. These changes, along with certain regulatory impacts, have resulted in a reduction in people served in the first quarter and may continue in future periods. Additionally, we have voluntarily pledged to rebate 2026 profits on our individual exchange products to customers as policymakers continue to work to determine how to improve affordability in this marketplace.

Current wording

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products, and may result in shifts between product categories for our employer benefits. These changes, along with certain regulatory impacts, have resulted in a reduction in people served and may continue in future periods. Additionally, we have voluntarily pledged to rebate 2026 profits on our individual exchange products to customers as policymakers continue to work to determine how to improve affordability in this marketplace.

Previous wording

Medicare Advantage funding continues to be pressured, as discussed below in“Regulatory Trends and Uncertainties,” and we have observed a continued increase in care patterns and health care unit costs as discussed below in “Medical Cost Trends,” which we have contemplated in our 2026 benefit design approach. Continued funding pressures have resulted in benefit and pricing actions, causing contraction in our Medicare Advantage membership in the first quarter, which we expect to continue throughout 2026.

Current wording

Medicare Advantage funding continues to be pressured, as discussed below in“Regulatory Trends and Uncertainties,” and we have observed a continued increase in care patterns and health care unit costs as discussed below in “Medical Cost Trends,” which we have contemplated in our 2026 benefit design approach. Continued funding pressures have resulted in benefit and pricing actions, causing contraction in our Medicare Advantage membership, which we expect to continue throughout 2026.

Previous wording

Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate in. As a result of increased pricing in response to anticipated care patterns in 2026, the exit from certain markets and decreased people served through UnitedHealthcare Medicare Advantage offerings, the number of people served under value-based care arrangements has contracted in the first quarter and is expected to continue throughout 2026.

Current wording

Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate in. As a result of increased pricing in response to anticipated care patterns in 2026, the exit from certain markets and decreased people served through UnitedHealthcare Medicare Advantage offerings, the number of people served under value-based care arrangements has contracted and is expected to continue throughout 2026.

Previous wording

Due to elevated care activity in Medicaid, specifically related to behavioral, pharmacy and home health, there continues to be a timing mismatch between the health status of people served and state rate updates. The funding and payment rate environment remains insufficient to meet the health needs of patients and creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. People served by Medicaid offerings has declined in the first quarter of 2026 due to reduced Medicaid eligibility with further contraction expected during the remainder of 2026 due to reduced Medicaid eligibility and the exit from one state.

Current wording

Due to elevated care activity in Medicaid, specifically related to behavioral, pharmacy and home health, there continues to be a timing mismatch between the health status of people served and state rate updates. The funding and payment rate environment remains insufficient to meet the health needs of patients and creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. People served by Medicaid offerings declined in the first half of 2026 due to the exit from one state and reduced Medicaid eligibility.

Previous wording

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. As expected and contemplated in our benefits design and pricing, we have continued to observe increased care patterns; health care unit costs; and the intensity of services delivered, which are driven by increases in provider pricing and additional services bundled per visit. These trends may continue in future periods. We endeavor to mitigate medical cost increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care. Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

Current wording

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. As expected and contemplated in our benefits design and pricing, we have continued to observe increased care patterns; health care unit costs; and the intensity of services delivered, which are driven by increases in provider pricing and additional services bundled per visit. Commercial medical cost trend is elevated, in part due to the independent resolution process under the No Surprises Act and more aggressive billing practice among providers. These trends may continue in future periods. We endeavor to mitigate medical cost increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care. Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

Previous wording

The following summarizes select first quarter 2026 year-over-year operating comparisons to first quarter 2025 and other financial results.

Current wording

The following summarizes select second quarter 2026 year-over-year operating comparisons to second quarter 2025 and other financial results.

Previous wording

•Consolidated revenues grew 2%, UnitedHealthcare revenues grew 2% and Optum revenues were consistent.

Current wording

•Consolidated revenues were consistent, with UnitedHealthcare revenues flat and Optum revenues lower by 2%.

Previous wording

•UnitedHealthcare served 1.1 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility.

Current wording

•UnitedHealthcare served 1.6 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility and the exit from one state.

Previous wording

•Consolidated earnings from operations of $9.0 billion compared to $9.1 billion last year.

Current wording

•Consolidated earnings from operations of $8.0 billion compared to $5.2 billion last year.

Previous wording

•Diluted earnings per common share were $6.90.

Current wording

•Diluted earnings per common share were $6.04.

Previous wording

•Cash flows from operations for the three months ended March 31, 2026 were $8.9 billion.

Current wording

•Cash flows from operations for the six months ended June 30, 2026 were $20.0 billion.

Previous wording

The increases in revenues were primarily driven by pricing trends at UnitedHealthcare and growth at Optum Rx, partially offset by decreased people served through Medicare Advantage, commercial risk-based offerings and Medicaid and a decrease in patients served under value-based arrangements at Optum Health.

Current wording

The increases in revenues were primarily driven by pricing trends at UnitedHealthcare, partially offset by decreased people served through Medicare Advantage, commercial risk-based offerings and Medicaid and a decrease in patients served under value-based arrangements at Optum Health.

Previous wording

The operating cost ratio increased primarily due to investments in people, process and technology to drive improved consumer and care provider experiences and greater operating efficiencies; business mix and the impacts of restructuring and other actions; partially offset by the revenue impacts of government programs, operating cost management and net portfolio divestitures in 2026.

Current wording

The operating cost ratio increased primarily due to investments in people, process and technology to drive improved consumer and care provider experiences and greater operating efficiencies, and business mix; partially offset by operating cost management and the revenue impacts of government programs. For the six months ended June 30, 2026, the operating cost ratio also increased due the impacts of restructuring and other actions, partially offset by net portfolio divestitures in 2026.

Previous wording

UnitedHealthcare’s revenues and earnings from operations increased due to pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings; partially offset by a contraction in people served through Medicare Advantage, risk-based commercial offerings and Medicaid offerings; and our pledge to rebate profits on our individual exchange products to customers. Earnings from operations also increased due to affordability initiatives and increased favorable reserve development, partially offset by investments to support future growth.

Current wording

For the three months ended June 30, 2026, UnitedHealthcare’s revenues decreased due to the contraction in people served through Medicare Advantage, risk-based commercial offerings and Medicaid offerings; and our pledge to rebate profits on our individual exchange products to customers; partially offset by pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings. For the six months ended June 30, 2026, revenues increased due to pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings, partially offset by the contraction in people served through Medicare Advantage, risk-based commercial offerings and Medicaid offerings; and our pledge to rebate profits on our individual exchange products to customers. Earnings from operations increased due to the revenue drivers discussed above, as well as favorable prior period reserve development, and affordability and medical cost management initiatives, partially offset by investments to support future growth.

Previous wording

Total revenues decreased due to Optum Health, partially offset by growth in Optum Rx. Earnings from operations decreased across the Optum segments. The results by segment were as follows:

Current wording

Total revenues decreased due to Optum Health, partially offset by growth in Optum Insight. For the six months ended June 30, 2026, the decrease in total revenues was partially offset by growth at Optum Rx. Earnings from operations increased due to earnings growth at Optum Health. The results by segment were as follows:

Previous wording

Revenues at Optum Health decreased primarily due to fewer patients served under value-based arrangements, partially offset by business combinations. Earnings from operations decreased due to continued elevated medical cost trends, the impacts of net portfolio divestitures and investments to support future growth, partially offset by cost management, favorable reserve development and the reduction of loss contract reserves established in the fourth quarter of 2025. Optum Health served approximately 93 million people and 95 million people as of March 31, 2026 and March 31, 2025, respectively.

Current wording

Revenues at Optum Health decreased primarily due to fewer patients served under value-based arrangements and the impact of dispositions, partially offset by the impact of business combinations. Earnings from operations increased due to cost management, increased favorable reserve development and the net decrease in loss contract reserves, partially offset by continued elevated medical cost trends, the impacts of net portfolio divestitures and investments to support future growth. Optum Health served approximately 93 million people and 95 million people as of June 30, 2026 and June 30, 2025, respectively.

Previous wording

Revenues at Optum Insight increased due to elevated investment and other income and growth in technology services, partially offset by lower volumes within business services. Earnings from operations decreased due to investments in people, technology and new products; the impacts of restructuring and other actions and lower volumes within business services; partially offset by net portfolio divestitures in 2026, elevated investment and other income and growth in technology services.

Current wording

Revenues at Optum Insight increased due to elevated investment and other income and growth in business and technology services. Earnings from operations for the three months ended June 30, 2026, increased due to growth in business services. For the six months ended June 30, 2026, earnings from operations decreased due to investments in people, technology and new products and the impacts of restructuring and other actions, partially offset by net portfolio divestitures in 2026, elevated investment and other income and growth in business and technology services.

Previous wording

Revenues at Optum Rx increased due to growth in specialty pharmacy partially offset by decreased script volume due to contraction in people served at UnitedHealthcare. Earnings from operations decreased due to lower script volumes and investments in people, partially offset by growth in specialty pharmacy. Optum Rx fulfilled 383 million and 408 million adjusted scripts in the first quarters of 2026 and 2025, respectively.

Current wording

Revenues at Optum Rx for the three months ended June 30, 2026, decreased due to the reduced script volume as a result of the contraction in people served at UnitedHealthcare, partially offset by growth in retail and specialty pharmacy. For the six months ended June 30, 2026, revenues increased due to growth in retail and specialty pharmacy, partially offset by reduced script volume as a result of the contraction in people served at UnitedHealthcare. Earnings from operations decreased due to lower script volumes, partially offset by growth in specialty pharmacy. Optum Rx fulfilled 387 million and 414 million adjusted scripts in the second quarters of 2026 and 2025, respectively.

Previous wording

Increased cash flows provided by operating activities were driven by legislative changes from the Inflation Reduction Act impacting pharmacy rebates and other changes in working capital accounts. Other significant changes in sources or uses of cash year-over-year included decreased share repurchases, increased cash received from dispositions and decreased cash paid for acquisitions, offset by decreased issuances of short-term borrowings and long-term debt, increased net purchases of investments, decreased repayments of care provider loans and decreased customer funds administered.

Current wording

Increased cash flows provided by operating activities were driven by increased earnings, timing of government payments, other favorable working capital dynamics and legislative changes from the Inflation Reduction Act impacting pharmacy rebates. Other significant changes in sources or uses of cash year-over-year included decreased share repurchases, increased cash received from dispositions and decreased cash paid for acquisitions, offset by decreased issuances and increased repayments of short-term borrowings and long-term debt, increased net purchases of investments and decreased repayments of care provider loans.

Previous wording

As of March 31, 2026, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $80.0 billion included approximately $28.0 billion of cash and cash equivalents (of which $1.1 billion was available for general corporate use), $50.1 billion of debt securities and $1.9 billion of investments in marketable equity securities. Additionally, we had $10.3 billion of loan receivables as of March 31, 2026. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position.

Current wording

As of June 30, 2026, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $81.0 billion included approximately $28.6 billion of cash and cash equivalents (of which $1.1 billion was available for general corporate use), $50.3 billion of debt securities and $2.1 billion of investments in marketable equity securities. Additionally, we had $10.8 billion of loan receivables as of June 30, 2026. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position.

Previous wording

Cash Requirements. A summary of our cash requirements as of December 31, 2025 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K. During the three months ended March 31, 2026, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations.

Current wording

Cash Requirements. A summary of our cash requirements as of December 31, 2025 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K. During the six months ended June 30, 2026, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations.

Previous wording

Share Repurchase Program. During the three months ended March 31, 2026, a counterparty purchased and held 1.7 million shares at an average price of $285.68 per share pursuant to forward share repurchase contracts. See Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on the Company’s forward share repurchase contracts. As of March 31, 2026, we had Board of Directors’ authorization to purchase up to 19.3 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

Current wording

Share Repurchase Program. During the six months ended June 30, 2026, we repurchased approximately 10.5 million shares at an average price of $344.08 per share, including 6.4 million shares purchased and held by a counterparty at an average price of $312.73 per share pursuant to forward share repurchase contracts that were settled on July 1, 2026. See Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on the Company’s forward share repurchase contracts.

Previous wording

Dividends. Our quarterly cash dividend to shareholders reflects an annual rate of $8.84. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Current wording

Dividends. In June 2026, our Board of Directors increased our quarterly cash dividend to an annual rate of $9.28 compared to $8.84 per share, which we had paid since June 2025. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Previous wording

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; risks and uncertainties associated with our increasing use of artificial intelligence and other emerging technologies; failure to complete, manage or integrate strategic transactions; risk and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, reinvest in our business, maintain our debt to total capital ratio at targeted levels, maintain our qu…

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Current wording

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; our ability to successfully execute initiatives designed to simplify and improve the consumer healthcare experience; our ability to effectively execute our value-based care strategies; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; risks and uncertainties associated with our increasing use of artificial intelligence and other emerging technologies; failure to complete, manage or integrate strategic transactions; risks and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds f…

Excerpt shortened here; the source contains the full paragraph.